Ben 10 & the Alternate Reality: Part 3
by Worker of Secrets
Summary: Following the end of Part 2, Julie is forced to seek unexpected allies in the war against the Plumbers and Darkstar. Meanwhile, Charmcaster has been left broken, weakened and desperate. She is determined to somehow bring back Ben, whatever the cost; as the battle against odds, evil and death itself comes to a close.
1. Chapter 1

**Chapter 1**

Charmcaster attempted to steady herself to her feet, despite the searing pain in her back. She couldn't believe what was happening. Darkstar, the insane energy zombie, had somehow managed to kill her boyfriend Ben Tennyson. Even if somehow an enemy turned out to be more powerful than him and his Omnitrix, she had assumed she could take care of him with her increasingly powerful magic.

 _No... I failed... I failed you..._

She was interrupted from her reverie by Darkstar, who grabbed her by the neck and held her up in the air. She tried to break herself free by using some of her more powerful magic spells, but it wasn't working. _What's going on? I should be able to overpower him!_ She thought to herself, but she actually found herself losing energy due to Darkstar's powers.

"Not so powerful now, huh?" Darkstar sneered. "You... bastard..." Charmcaster spat in his face. "Still not without charm, though," Darkstar mused. Then he unexpectedly let her go by throwing her into the ground. Charmcaster laid there for a moment, devoid of energy, but then she managed to yank herself to her feet, and conjured a fireball to hurl at Darkstar, but it was unexpectedly weak, and barely singed Darkstar.

Darkstar stared, seemingly in thought. "Interesting," he commented, "Part of your magic seems to have died with the boy. Well, you are no longer a major threat to me. I might as well as let you live for now, until I unleash my final punishment on the Earth. Have fun crying over your friend's body!"

He began to walk away. Charmcaster, enraged, charged him from behind, trying to attack him in normal combat; she jumped him from behind. Darkstar, with little effort, knocked her off. He glared at her, and snarled, "Don't waste my generosity, bitch! You should be thankful I've given your worthless existence more time. Never say I am devoid of mercy! But don't waste it."

Charmcaster prepared to get up again, but then she thought to herself for a moment. She couldn't defeat him now, so maybe she needed to regroup with her remaining allies and figure out a way to defeat him and perhaps regain her strength. She didn't think her back injury was helping with her sudden loss of magical ability either.

She hardly noticed as Darkstar glided away into the sky, headed off for God knows where. She crawled over to Ben's lifeless body. There didn't seem to be a particular injury that would've ended his life, but he was rather scorched from the inferno that they had crashed in. She checked his pulse and heartbeat, and they were both indeed silent.

She had hoped that somehow Darkstar was wrong or lying, but now she was faced with the terrible truth herself. And she couldn't bear it. She broke down sobbing over his body. "Why?" she cried, "Why did I fail you? How will I bear life now without you?" She just laid there, sobbing, for a while. She lost track of how much time had passed.

After a moment, she then rose to her feet. She then materialized an energy ball in her hand, and murmured, "If I can't be with you, then I'll join you. Wherever you are now."

She closed her eyes and prepared to send the lethal energy crashing into her heart, but she was interrupted by a monotone voice: "I wouldn't do that if I were you."

She turned around, and saw a few yards away from her, Julie. The half-human, half-robot figure who had once been Ben's girlfriend in the world where he originally came from. And somehow she knew about that. She didn't trust her for that reason; but she had never let Ben know that. And she had reminded herself often that Julie had still been a valuable ally in their various battles.

"Why wouldn't I want to do that?" Charmcaster said bitterly to Julie, "Ben's dead. There's nothing left for me here." Julie's eyes widened and she gasped, "So Ben *is* dead? How did it happen?" "Darkstar happened," Charmcaster replied. "Darkstar...?" Julie asked, confused. "The energy zombie maniac," Charmcaster reminded her. "Almost forgot about that guy," Julie rolled her eyes. "So did we," Charmcaster groaned. She turned her eyes back to the energy ball still in her hand, ready to send it directly at herself.

"No," Julie told her firmly, "You can't do that now. We've got enough problems right now. Nelson is no longer a threat, but the Plumbers are still at large, and Kevin and Gwen have been captured and are being transferred to a prison with Nelson." Charmcaster stared at her, trying to process what she was being told, and then growled coldly, "Why should I care about your battle now? It's none of my concern any longer."

Julie stared at her incredulously, and retorted, "So you would let yourself and humanity be exterminated just because we lost a man?" "Why not?" Charmcaster snarled, "They'd be doing me a favor if they killed me anyway." Julie lost her patience and snapped, "Get it together and stop whining like a bitch!" Charmcaster then lost her patience as well, and disintegrating the energy ball, she charged at Julie, getting ready to swing a fist at her, but Julie reacted with quick reflexes, grabbing her arm, raising her up, and throwing her into the ground.

Charmcaster looked up at the now incensed Julie, and smirked, "Maybe you could be the one to finish me off instead. Do it." Julie appeared furious, but she took a deep breath, and with a great effort, began to calm herself down. "Charmcaster," she began, "Do you want to let Ben die for nothing?" Charmcaster hesitated, and Julie continued, "If you let the Plumbers and/or Darkstar win, then that's exactly what you've let happen. Remember that if you continue fighting, you could even get revenge against the guy who killed Ben."

The idea actually gave Charmcaster a little bit of hope, but she then sighed, "How's that? I couldn't do anything against him a minute ago. My magic seems to be weakened badly right now." Julie remained silent for a moment, and then she replied, "We'll figure out something. It could just be temporary." Charmcaster thought for a moment, and then she growled, "Fine, I'll continue fighting the war."

Julie backed away with a sigh of relief, and then asked, "Are you hurt?" "Yeah, my back's pretty bad," Charmcaster winced, having almost forgotten about her injury for a moment. "Well, you're not paralyzed, so you'll probably heal up alright," Julie replied dismissively. Charmcaster sighed and glanced over at Ben's body again. Julie walked over to her again, and told her "I'm sorry he's dead too. But we've gotta move on. We have more pressing problems to worry about."

"Can we take him home, at least?" Charmcaster asked, appearing on the verge of crying again. Julie nodded, and added, "The Plumbers haven't made a move since capturing Nelson; they're probably just celebrating right now before getting on with their Replacement Project. We have a little time. With any luck, Darkstar might take care of them for us, and then we'll just have to worry about him then."

Charmcaster shrugged, and turned to teleport herself and Ben's body back to Bellwood; she still had the ability to do that and simple stuff, at least. Julie turned around and swore to herself. Ben was dead, and Charmcaster seemed to have lost some of her powers in the process, and Darkstar had become an unexpected new threat alongside the Plumbers. _I may have to bust Kevin and Gwen out after all,_ she thought to herself. She hadn't planned on it originally, but with them now being a little crippled offensively, she needed all the help she could get.

 _In the meantime, I have other business to take care of_ , she decided, as she launched herself off the ground and flew away. Another idea had come to mind for an ally, but she didn't know if it would work. She just knew she had to move fast.


	2. Chapter 2

**Chapter 2**

Kevin flickered his eyes open; trying to figure out his surroundings, he realized he was on one of the smaller Plumber ships, and presumably they were flying through space. He tried to move himself, but realized he was still partially paralyzed; he could move his head about, but he couldn't move his arms and legs still. _The paralyzation dart must take a while to wear off,_ he decided.

Looking around, he saw Gwen lying not too far from him, awake but in an apparently similar state of paralysis. As he looked around at the other figures in the ship, he saw two Plumbers sitting in the driver's seats; one of them was Max, and he appeared to be not be the one driving. _Maybe still resting the leg that got shot?_ he wondered. He didn't recognize the other one. A little further off, lying to the side, was Nelson; or what was left of him. Trapped in his self-created cyborg form, he was missing an arm and a section of his head and eye; injuries apparently given to him by Julie.

He remembered now. They were on their way to some Plumber prison out in space. Julie had left them deliberately, for reasons unknown. Bones, one of the Plumbers' leaders, had suggested that she was working on her own, and playing her own game. He wasn't completely surprised by the implications, but he hadn't expected her to abandon them completely. _Unless she knew they wouldn't kill us and plans on rescuing us later,_ he thought.

Max and the other Plumber had been talking in low voices, but Max noticed that they were both awake, and commented, "Ah, so you're awake. Don't bother trying to escape; you're still mostly paralyzed. You'll have plenty of time to move about in your prison cells." "What are you planning to do now?" Kevin couldn't resist asking. "Well, we've essentially eliminated the leader of what we were fighting against," Max replied, gesturing to Nelson, who spat angrily as Max continued, "So we're just about ready to move on with the Replacement Project."

"Even if you manage to keep us away, Ben and Charmcaster and Julie will stop you," Gwen warned Max. "If Ben and Charmcaster are even still alive," the other Plumber sneered, "You didn't see them crash in flames?" Kevin gulped as he remembered that fact. "We are going to have to check on that to make sure," Max retorted, "We don't want any nasty surprises."

It was hardly a few seconds after that before something rammed into the ship, making it shake. "What the crap?!" the other Plumber yelled, "What is causing this?!" "Someone's boarding us!" Max yelled, and then switched the ship into Autopilot as he and his partner armed himself. It didn't take long before the intruder revealed himself. It was Darkstar.

"You!" Max hissed in recognition, "Where'd you come from?" "What does it matter?" Darkstar shrugged, "Nothing's gonna matter for any of you in a moment." "How'd you know we were out here?" Max demanded. "I looked through some of the camera files and saw Nelson get captured," Darkstar shrugged, acting like it was nothing. Max appeared dumbfounded, but he regained his composure and declared, "You're not going to interfere with *our* prisoners," and he and his partner both prepared to fire away at Darkstar.

However, Darkstar was too quick. He dodged the first shots at him, and he fired energy bolts at both of them, knocking them into the ship wall. The other Plumber got up for another attack, blocking his path to Nelson. "I don't have time for this," Darkstar growled, grabbing the Plumber with one hand, and viciously punching him in the face with the other before grabbing his neck with both hands, snapping it.

He tossed the lifeless Plumber aside, and approached Nelson, snatching him and holding him up. "Not so threatening of a figure now, are you?" he sneered at Nelson. Nelson unexpectedly let out a rusty laugh, and replied, "Look at what you've become. Well done, my friend. Now finish it." Darkstar appeared taken aback by the unexpected encouragement, but he shrugged and grabbed Nelson's head and tore it off the rest of his cybernetic body. Robot fluids spilled everywhere.

Darkstar then turned around to Max and smirked, "It's just my luck that you're here for me to take care of as well. And your energy is now mine to steal..." he laughed as he hit Max with one of his energy bolts and stood there as he transferred Max's energy away from him and to his own body. Max was finished off at an alarming rate; he quickly shriveled up, his skin melted away, until nothing was left but a rotting skeleton.

Gwen couldn't resist letting out a gasp. The Max of this dimension may have been evil, but he still carried the same appearance and name as the Grandpa Max they had known in their original world. It was still a bit of a jolt to see him get killed, especially like that. The gasp, unfortunately, alerted Darkstar, who had barely noticed their presence earlier.

"What a coincidence!" he smirked, turning to face Gwen and Kevin, "Even more birds to kill with one stone! And some more lovely energy to take for my own..." Kevin shuddered at the thought. He definitely didn't want to end up like Max. _I hope you've got a plan, Gwen!_ He wordlessly glanced at her, hoping she got the point. Gwen gritted her teeth for a moment, and then unexpectedly moved her arms and legs, and jumped sideways towards Kevin. Darkstar let out a surprised sputter, and prepared to let loose his energy-stealing bolts; at the last second, Gwen shrieked a teleportation spell. The last thing Kevin heard before they were transported away were Darkstar's rage-filled screams.

* * *

Charmcaster let out a yelp as Gwen and Kevin suddenly appeared just a few yards from her, flopping down on the ground. She had teleported herself and Ben's body to the house; and considering that she had been told by Julie that Gwen and Kevin were on their way to some intergalactic prison, she didn't expect to see them suddenly appear in front of her.

"How'd you get here?" she stammered, "I thought you were on your way to some prison!" "We were," Gwen replied, getting up to her feet while Kevin stayed down, "But Darkstar happened. Nelson and Max are both dead, and we were lucky to escape." "Is he okay?" Charmcaster asked, gesturing to Kevin, who hadn't moved from the ground. Gwen nodded and replied, "He's just still a little paralyzed." "And how were you not?" Kevin mumbled from the ground. "I'm not sure," Gwen admitted, "Maybe half-Anodites recover faster or something."

Charmcaster shrugged, figuring that made sense. Gwen then froze, glancing at Ben's body, which was resting on the couch behind her. "What... happened?" Gwen whispered. Charmcaster, who had almost forgotten for a second about it, glanced down at the lifeless body. Tears formed in her eyes, and she replied, "Darkstar. He attacked us when we were going to help you out in space. We crashed, and Ben didn't... didn't survive. Darkstar decided to let me live; I guess to torture me more."

"What?!" Kevin yelled in shock from where he was lying, "Ben's DEAD?!" Charmcaster managed a nod. "No..." Gwen whispered, clearly shocked to the core as well. Charmcaster continued, "And ever since he died, my magic's been less powerful! I don't know why; that shouldn't really have an effect on it. I tried to fight Darkstar, and lately my magic was getting more powerful when I was angry, but even then I couldn't harm him! What's happening to me?" she cried out, beginning to break down and fall to her knees. Her red face suggested this wasn't the first time she'd done this in the last few hours.

Kevin then unexpectedly pulled himself up as well. He appeared shocked as well at Ben's unexpected demise, but he added firmly, "We'll grieve for him, but we have to prepare ourselves to fight again. The Plumbers are preparing to execute their Replacement Project, and we have to defeat them; and the threat of Darkstar now doesn't help." Then he remembered something else, and asked Charmcaster, "Have you seen Julie since you left space?"

Charmcaster, trying to regain herself, managed "Yes; she stopped me from joining him." "What?!" Gwen shouted in surprise; Charmcaster wasn't sure if it was surprise that she had almost killed herself, or something else. "Why the surprise?" Charmcaster asked, trying to wipe away her tears to focus on the situation at hand for a second.

"Julie appears to be playing a game of her own to fight against the Plumbers," Kevin replied gravely, "And we appear to have been caught up in it now. She left us to be captured by the Plumbers and taken to the prison. I guess she thought we weren't as good of assets to her as you and Ben." Charmcaster just shrugged. Julie had demanded more authority earlier when she had seen her, but she was still finding it hard to focus right then.

"Well, we probably need to try and get some sleep," Gwen sighed, "And hope the Plumbers don't try and attack this evening. Or Darkstar, even." "We need to have someone keeping watch, though," Kevin suggested, "Gwen and I can switch out. We'll let you get some more rest, Charmcaster." Charmcaster gave him a nod in thanks.

"I'll take the first one," Gwen decided. She headed for the door, where she could keep an eye on what was going outside. Kevin headed for the nearby bedroom. As he did so, he heard Charmcaster faintly begin to cry. He had to wonder how she was going to hold up, especially if her powers were indeed decreased somehow. _I just hope that's not the case,_ he sighed to himself as he prepared himself to get his first good sleep in a while.


	3. Chapter 3

**Chapter 3**

Julie flew through space, getting closer to the prison floating in the middle of space. As she got closer, she noticed that there was a small field of debris not too far from it; the officials at the prison might not have noticed it, but she wondered if this had anything to do with the ship Kevin, Gwen and Nelson had been on.

As she approached the circular planet-like figure that encased the highest-security prison in the galaxy aside from the Null Void, she felt herself get scanned by the security cameras, and a bored voice over a hidden loudspeaker declared, "You are cleared to enter." Julie flew towards a small protruding bump on the otherwise circular prison, which was where the entrance was. A set of locked doors opened up to give her entrance; and she proceeded into the office where an alien guard was operating the front desk.

The guard eyed her up and down with interest as she approached, and asked "Why are you here? And without a ship or transport, no less?" "I'm here to visit a couple of prisoners," Julie replied firmly. "Alright, who are you visiting?" The guard replied, appearing bored. "I'd prefer to keep that business my own," Julie told him. "I'm afraid we can't do that here," the guard retorted, beginning to get suspicious.

"Fine, then," Julie sighed, appearing bored as she suddenly struck forward and punched the guard in the face, immediately knocking it backwards. The alien quickly tried to radio in for help, but Julie kicked him away, then picked him up and smashed him against the floor multiple times until he was completely unconscious. "Now, back to business," she smirked to herself, as she then took a key off the alien that would unlock any prison cell. She then went through the prison's computerized log of the various prisoners. She found the main two she was looking for, but to her surprise, found no Kevin, Gwen or Nelson. _They should be here by now,_ she thought to herself, _Maybe that was the remains of their ship. Did they all get killed?_

As she departed the front office and went into the prison itself, looking for the prisoners she was after, she went past a multitude of various prisoners; human and alien alike. She assumed that Plumbers frequently dropped off people and creatures here that had negatively crossed paths with them, even if they didn't run the prison themselves. She noticed a couple of prison guards walking around, and she quickly doubled back and ran through another corridor to avoid them. She didn't want to draw any attention to herself... yet.

After winding her way around the prison, she eventually found a certain section where prisoners were under special security. As she entered, she found it devoid of guards. _I'm in luck,_ she thought to herself. As she walked around the room, she went past a couple of shaking steel cages presumably holding angry and powerful prisoners in them. She also went past a cell holding a Pyronite; the cell was clearly lined with shatter-and-fire-proof glass.

She eventually found the cell she was looking for. Another shatterproof-glass-lined cage, filled with swarming particles. _This is it,_ Julie smiled to herself. She unlocked the cell, swung it open, and before what was inside could fly out, she shut herself in with it. A voice hissed out of the swarming mass, "What do you want?" "Only to talk," Julie replied, "You can do what you want with what I tell you." _She better listen, though!_ she thought to herself. Her choices for extra potential allies were limited.

The swarming mass than began to take the shape of a human, and eventually materialized into a female. "Okay," Elena Validus said calmly, "Talk."

"I am Julie, and I am here to offer you an opportunity to get out of prison," Julie told Elena, "And to get back at the Plumbers." "How's that?" Elena rolled her eyes, "They are impossible to defeat with even abnormal forces like mine." "Not anymore," Julie replied, "Much has occurred since you were put in here years ago. I have accumulated up a small team of great power; a sorceress, an Anodite, an Osmosian, and myself." She then shifted to her cyborg form to demonstrate.

Elena's eyes widened. "How is this possible?!" she asked, stunned. "The same way it's possible for you to be the way you are," Julie declared, "We have a common enemy, and we have the power to fight back now." She decided to leave out the details of Darkstar now, who was admittedly beginning to greatly complicate things. She asked Elena, "Will you help us to defeat the Plumbers for good if I set you free?"

"Of course," Elena replied, "But how do you intend to get us out?" "Our combined powers," Julie told her, "Plus another prisoner I am planning to set free, if he will agree to it." Elena thought for a moment, and told her, "Lead the way." Julie nodded, and they both exited the cell, and headed for yet another prison cell outside the special containment area that luckily wasn't too far away.

As they approached the cell and Elena noticed the figure within, she held out an arm to bar Julie's path. "I know who that one is," she hissed, "What makes you think he will help us?" "I don't know if he will," Julie admitted, "But us busting him out of prison and giving him an opportunity to get revenge against the Plumbers for imprisoning him here may be enough."

She unlocked the cell and entered with Elena. The person inside, who had been sitting crouched, looked up at them. It was another Kevin Levin; more accurately, the one of this dimension. ( **A/N: Similar to Ben-2, he will be called Kevin-2 to avoid confusion.)** Unlike the Kevin Julie was more familiar with personally, this one had far longer hair, and appeared skinnier - perhaps due to being in the prison for a while - and also had a more threatening presence about him.

"Who the heck are you?" Kevin-2 snarled, appearing very unfriendly, "And why are you here?" "We are here to offer you an opportunity to get out of prison," Julie told him, "And to join us in a war against the Plumbers." Kevin-2 let out a sputtering laugh, clearly not having used his voice much lately, and growled, "You people clearly have no idea what you're getting into. You'll only get yourselves thrown in here as well; or back in here, in your case," nodding to Elena, who glared at him.

"Times change," Julie replied calmly, "Besides us two, we have on our side a sorceress, an Anodite... and an alternate version of yourself." Kevin-2 immediately stood up and demanded, "An alternate version? How is that possible?" "Not too long ago, three people from another reality were dumped here. An alternate version of you was one of them. And Ben and Gwen Tennyson." Elena and Kevin-2 both looked interested at this extra piece of information. "Ben Tennyson?" Kevin-2 asked, "Do you know anything about the original one? From here?" "He's dead," Julie replied shortly, "Both versions are." Kevin-2 appeared interested, and shot a glance at Elena.

"Very well," Kevin-2 growled, heaving himself up to his feet, "I will come with you. There's too much here I need to know, if nothing else. I will see if you have a force worth fighting with." Julie wasn't sure if this was a good idea now; he only appeared interested because of who was involved. But she was desperate, and she wasn't even quite sure if Gwen and Kevin were even still alive. She needed all the help she could get.

"Let's go, then," she decided, and Kevin-2 asked, "Do you have a plan for getting us out of here?" "We have enough strength on our hands to just run through and defeat every single one of them, I think," Julie shrugged, and gesturing to Elena, "You alone can take care of most of them, right?" Elena nodded. "Very well, then," Julie declared, "Let's go and get out of here and then get back to Earth and meet up with our other comrades."


	4. Chapter 4

**Chapter 4**

Charmcaster awoke to a loud knock on the door of the house. She shook her head wearily; she had literally cried herself to sleep next to the couch where Ben's corpse laid. _Who could that be at this type of night?_ She wondered. She dragged herself to her feet as she saw Gwen, who was on watch, open the door; Kevin entered the room to see what was going on as well.

"Julie?" Gwen asked in disbelief, looking at the visitor in the doorway. Julie nodded and walked in, and she appeared surprised to see them as well. "What do you want?" Gwen asked warily; the last time she had seen Julie, she had abandoned her and Kevin to the Plumbers to be captured. "She's still on our side," Charmcaster spoke up wearily. "More accurately, she's on her own side," Kevin broke in.

"Well, what brings you here now?" Charmcaster asked, choosing to ignore that for now; she hardly even cared. "I got extra allies," Julie replied, "I didn't know if you two were still alive" - she gestured to Gwen and Kevin - "So I figured we needed extra people." She didn't add the extra reason: the fact that Charmcaster's powers appeared to be decreasing. Only she and Julie knew the full extent of that fact; Charmcaster gave Julie a quick nod as to thank her for not saying anything further. Julie didn't acknowledge; probably to avoid giving anything away.

"Well? Where are they?" Gwen asked, still suspicious. Julie nodded, and turned back to the still-open door, and called, "You guys can come in now." Two new people walked in. Everyone's mouth dropped open. Charmcaster didn't recognize the dark-hared woman who came in; she had never seen her before. But what shocked her to see was the appearance of *another* Kevin Levin. Only this one appeared different, with longer hair and an overall more threatening presence about him.

Gwen and Kevin appeared even more stunned. Kevin walked up to his mirror image, stared for a moment, and then growled, "I don't like this." "Neither do I," Kevin-2 retorted, "And yet here we are."

"I assume there is no need to introduce him," Julie gestured to Kevin-2, before turning to the other visitor, "But I don't know if you know this one. This is Elena Validus." "We know," Gwen replied, "We knew her back in our original reality." She now appeared even more wary than before. "Is she still half-human, half-Nanochip?" Elena gave them a quick nod, and told them, "It's okay if you don't trust me, but I assure you, we are all on the same side right now. We all want to defeat the Plumbers, right?" A murmur of agreeing consensus filled the room, and Kevin-2 added, "That's the only reason I'm even here now."

Julie rolled her eyes. Kevin-2 wasn't particularly her first choice to have on her side, but desperate times called for desperate measures. Kevin-2 then glanced over in the direction of Ben's body, and asked, "So, there really is another me here. Which Ben Tennyson is this?" "The one from the other reality," Julie told him, "The one originally from this world was killed by Vilgax." "Vilgax?" Kevin-2 asked, interested, "I'd heard stories, but I wasn't sure he'd ever attack Earth. It must've happened after I was put in prison. So what happened to Vilgax?"

"We destroyed him," Gwen spoke this time, since she was the one who had taken away his near invincibility, "And unfortunately when we did *that,* a whole of other crap happened. The Plumbers returned. Which brings us to where we are now." "How?!" Elena asked, stunned, "I thought that was impossible!" "So did we," Gwen replied wearily, "And it's a very long story." "We have time," Julie decided, "the Plumbers appear to be taking longer to get on with their Replacement Project than I expected. Maybe they're trying to deal with Darkstar first." "Darkstar?" Elena asked, confused.

Julie sighed, and then explained the full story of how Vilgax had come to Earth, she had fought back and was killed and resurrected by the Plumbers in a new cyborg body. And how shortly after that time, Ben, Gwen and Kevin had been transported to this from their reality and were essentially unable to return. They and Charmcaster and Julie had all joined up to destroy Vilgax, and were eventually successful. Gwen continued the story at that point (since Julie had been with the Plumbers in recovery after Vilgax's death), explaining that the "gangs" hiding in the midst of Bellwood came back to take power, led by the arrogant Nelson, and that the Plumbers had returned at that point to enact their Replacement Project... as soon as they destroyed Nelson and his lot, that is. Julie and Charmcaster had finished the story together, explaining that Nelson had been defeated and eventually killed, but Ben was now dead as well. None of them were really sure how to explain how Darkstar fit into the mix, except that he appeared to have snapped after insults from Nelson.

Kevin-2 had stood with crossed arms during the story, and when it was over, he growled at Julie, "So we're up against more than you felt like divulging." Julie appeared uncomfortable, and replied, "We don't even know what Darkstar wants. With any luck, he may actually destroy the Plumbers and there won't be any need for this."

"He won't stop there," Charmcaster's wavering voice broke in, "He told us when he was fighting us that he intends to end the universe. He's insane. He'll kill anyone and anything in his way, and he's got enough power to put up a damn strong fight." Kevin-2 then glared at Julie, who snapped, "I didn't know about that! I wasn't there!"

"Okay, so let's do a headcount," Kevin-2 said thoughtfully, "There's you, the cyborg. There's the Anodite. There's a copy of myself. There's a weakened sorceress. And then there's us two - an Osmosian and a Nanochip-human hybrid. Versus an all-powerful group of space police that's ruled this place for years, and a maniac energy zombie. Call me a skeptic, but I do not like our chances."

Julie sighed, and told him, "You don't have to stay if you don't want to." Kevin-2 turned to Elena, and asked her, "Do you intend to stay and fight with them?" "Of course," Elena replied calmly, "Our chances might be low, but there might not be a better one to fight back against the Plumbers for once." Kevin-2 glared at her for a moment, and then nodded and said, "Fine. I'll stay. But I'm not taking orders from you," he snarled at them.

Julie nodded in agreement, and then said, "Alright. I don't know if you guys all want to sleep in here, and if you don't, I'll let you find your own places. Just be prepared for action, because the Plumbers - or Darkstar - could strike at any moment." Everyone nodded, except Kevin-2, who just rolled his eyes, and walked out, followed shortly by Elena.

"Can we trust them?" Kevin demanded, as soon as they had left. "We can trust Elena," Julie replied with certainty, "She shares the same goal as us. The other Kevin... well... I don't know," she admitted, "He's interested in destroying the Plumbers, but he's also all too rebellious." "Then why did you recruit him?" Charmcaster asked, confused. "Again, I didn't know if Gwen or Kevin were still alive," Julie replied awkwardly, "So I went to a different plan."

Charmcaster turned away. She hardly even cared that they had gotten two new "allies" for their battle with the Plumbers. Despite what she had told Julie before, she still wasn't sure she wanted to fight. Since Ben's death, she had still been a mess. She wanted revenge, sure, but she wasn't sure she even had the power to do it anymore.

Julie, meanwhile, was worried about just how much of a fight she had against the Plumbers. She had recruited Elena, and Kevin and Gwen were still alive, but Ben was still dead and Charmcaster was still a mess. She knew Gwen and Kevin still didn't trust her; she hardly blamed them. Things had kind of blown up in her face. But there wasn't time for either of them to worry about that anymore. _We need to worry more about our common enemies,_ she thought.

Gwen and Kevin were both thinking along the same lines. Gwen definitely didn't trust Julie; she was clearly playing her own game. Kevin wasn't happy about being caught up in the situation, but he knew they didn't have much of a choice now. He just had to hope Julie didn't decide to abandon them again for the sake of someone else who was more useful to her.


	5. Chapter 5

**A/N: Well... I'm not going to try and make any excuses for my incredibly long absence. For the moment, I'm just going to try and finish this story for the sake of the readers. I don't know if I'm going to continue "FanFictioning" afterwards, since my track record so far of staying on task hasn't been that great. It's a good thing I still have my outlines for how I was going to finish it, because much of what I had planned had already been partially erased from memory. Now, where were we...?**

 **Chapter 5**

Julie awoke in the middle of the night to the sound of a loud explosion; it hadn't come from inside the house, but it had come from somewhere else in the city. She immediately leaped up, and ran towards the door, yelling "Guys! Something's going on!" She was about to fling open the door when she realized barely anyone had responded. Gwen, Kevin and Elena were there; but Charmcaster was lying on the floor next to the couch with Ben's corpse; she appeared almost dazed. Kevin-2 stumbled very slowly downstairs, growling, "This had better be good to wake me up from the best sleep I've had in a long time."

"I hope so too," Julie sighed, hoping Charmcaster would drag herself up. She looked outside; the sun was beginning to hit the city just barely, but they still couldn't see much of what was going on. Then another explosion went off, leaving a cloud of smoke to billow upwards from the area where the gangs resided. Then they noticed a dark figure flying in the sky, shooting energy beams out of his eyes.

"Darkstar?" Gwen asked in confusion, "Since when can he do that?" "He can do it now," Julie replied grimly, "Which means we're going to need all the help we can get to take him down." "I've got a better idea," Kevin-2 interjected as he walked up, "Why don't we just leave him to destroy those maniacs in there, and *then* deal with him? He'd be taking care of a problem for us?"

"He has a point," Elena admitted, but Julie replied with, "We have the element of surprise here. We could attack him while he's not even paying attention and take care of him that way!" "Too risky," Kevin declared, "If he's got laser vision now, who knows what else he can do now? We need to watch for a bit and see if there's anything else we can do."

Julie turned around and gave him a cold stare, and told him, "Too bad. This is *my* game." She then lifted off and flew away directly in the direction of Darkstar, ignoring the angry cries behind her. _I can start this myself,_ she told herself, _And they can help me finish it._ She flew directly in the direction of a hovering Darkstar, who had his back to her. Flames were billowing from the general area, and it was clear from that plus the screams that Darkstar had already done much off the job of cleaning up the city of the gangs.

She tackled him from behind, making him yelp in surprise as they both flew towards one of the buildings, crashing through it into another concrete wall with a lot of force. She was unaffected, but unfortunately so was Darkstar, who threw her off with little effort. "Don't waste your time!" Darkstar snarled at her, "I'm doing you all a favor, really, by exterminating these bastards. You should be thanking me." "The bastards you used to serve?" Julie retorted, switching her arm to a cyborg gun and shooting Darkstar in the face. He stumbled backwards, but otherwise he was unfazed.

"You have nothing you can threaten me with," Darkstar snarled, "I am more powerful than any of you. I will kill you all eventually. I will exterminate this world, and its filth will never pollute this galaxy again. But I suppose I'll have to kill you now, because I assume you're not going to be smart enough to run away." Julie ignored his taunts and ran at him in full cyborg form, trying to swing a heavy punch. Darkstar merely grabbed her around the neck with one hand, and held her up.

"Let me go!" she snarled, to which Darkstar replied, "My plan exactly," before throwing her against the wall, where she lay stunned for a moment. By the time she gathered herself, Darkstar was standing over her, ready to attack again. Julie braced herself for another effort, but at that point they were interrupted by a stream of nano chips flying into the room. _Elena?_ Julie thought. Darkstar watched, apparently stunned into stillness, as the swarm formed into a hand which picked up a giant crate and threw it at Darkstar, sending him flying. The swarm reformed into Elena.

Darkstar's face appeared even more enraged. "You!" he snarled at Elena, "I thought you were in the far reaches of space in a prison." "I got out early," Elena smirked. Julie looked from one to the other, shocked. _*How* in the heck does she know him?_ "I suggest you'd run away for now, Michael," Elena continued, "Or is it Darkstar now? You really have gotten even more full of yourself. You may have a bit more firepower, but you're still the same idiot on the inside."

Darkstar shrieked in rage, and jumped back up and tried to throw a punch at her, but she simply dematerialized into the swarm, which locked around Darkstar's outstretched fist, and flipped him over and smashed him into the ground. Elena didn't reform yet, but her voice sounded clearly, "Seems like your powers are useless against mine." "You are not without your weaknesses either, Validus," Darkstar snarled, "They're just not as obvious to the average person."

Elena reformed into a human, and glared down at Darkstar, saying "Leave this place. You've done your damage. But I wouldn't come back if I were you. I'm not the only unexpected familiar face you're likely to see around here." "I already killed one of you!" Darkstar retorted, "And left another one a useless shell of her former self!" "That's partially why I'm here," Elena replied, "Reinforcements."

Darkstar glared at them, but decided to get up and walk away. "I'll be back," he declared, "And I'm only getting stronger all the time. Discovering more power I can use. Sooner or later I'll be able to kill all of you with naught but a flick of the finger. You should've killed me when you just now had the chance." "I won't do it if I don't have to," Elena told him. Darkstar didn't respond, but flew off into the night.

Julie pulled herself to her feet, and scowled at Elena. "Why did you let him go? You could've killed him!" "I'd rather keep him alive long enough to maybe take out the Plumbers for us," Elena replied, "I can take care of that punk no problem. The Plumbers are really the bigger issue." "To me, it's the opposite," Julie retorted, "Darkstar has way too much power. The Plumbers aren't even half as powerful, even if they have the numbers!" "No," Elena admitted, "But they're smart. They're the ones who were actually able to capture me."

Something else returned to Julie's mind that she had almost forgotten about for a few minutes. "You two know each other?" she asked. "We've met," Elena admitted, "But it was a long time ago. Despite what you may think, there is a lot you don't know." "So tell me!" Julie yelled. "I can't tell you everything, because I wasn't there for everything," Elena replied, "Save it for later. Let's get back to the others." She then walked away, leaving Julie staring after her, dumbfounded and incredulous.


End file.
